EKNA Bylaws

ARTICLE 1  -  NAME, TERRITORY, MISSION, AND MOTTO

Section 1.   Name  -  The name of this organization shall be the East Kensington Neighbors Association. In these bylaws, it may also be referred to as EKNA or the Association.

Section 2.   Territory -  The territory of concern to the Association shall be the area in Philadelphia, PA bounded by Norris Street starting at Front Street, Norris Street to Frankford Avenue, Frankford Avenue to Trenton Avenue, Trenton Avenue to Lehigh Avenue, Lehigh Avenue to Kensington Avenue, Kensington Avenue to Front Street, and Front Street to Norris Street.

Section 3.  Mission  -  The mission statement of EKNA is as follows:

We are a diverse group of concerned citizens working to improve East Kensington. We want to train community leaders and build positive relationships among neighbors, blocks, businesses, and institutions.  We work to make good things happen and stop bad things from happening.  We do this by cooperating with each other, government agencies, and other organizations.

Section 4.  Motto -  The motto of EKNA is “Creating community, step by step.”

ARTICLE II.   MEMBERSHIP

Section 1.  Eligibility for Membership  -  Persons eligible for membership must :

• Be eighteen years of age or older; and
• Be a resident of the “territory of concern”  (see Article I, Section 2); or
• Be an owner of a business located in this area; or
• Be a person who regularly works in this area;

An applicant for membership must be known by the membership chair or committee to meet the relevant qualifications or must present written evidence that she or he meets these qualifications. 

Section 2.   Privileges of Members  -  Only members who have attended three general meetings in the six-month period preceding elections of officers may vote in these elections.  The regular meeting at which elections occur shall be counted as one of the three meetings.   All members may vote on other matters at regular meetings and serve on committees.  

Non-members may attend regular meetings and participate in discussions at these meetings, but may not vote in elections of offices or on other matters or serve on committees.

 ARTICLE III.   OFFICERS

Section 1.  Titles of Officers -  The officers of the Association shall be President, Vice-President, Secretary, and Treasurer.

Section 2.  Terms of Office –At the first election of officers, the President and Secretary shall be elected for two-year terms of office and the Vice President and Treasurer for one-year terms.  Thereafter all officers shall be elected to two-year terms of office with a limit of two consecutive terms in one office before another person must occupy the office.  A previous two-term officer is eligible to hold the same office again after another person has served in that office for one term.  A person who is completing two consecutive terms in one office is eligible to be elected to a different office.

Section 3.  Nominations and Elections of Officers  -  Nominations for offices may be made by a nominating committee or from the floor.  Nominations from the floor will be accepted if the opportunity to make such nominations was announced at the previous regular meeting. 

Section 4.  Resignations  -  An officer may resign at any time by giving written notice to the President or Secretary.  Such resignation shall take effect on the date of receipt of the notice.

Section 5.  Vacancies in Offices -  By a two-thirds vote of those present at a general membership meeting, the Association may declare an office vacant if:

• The officer does not attend an Association meeting or otherwise acknowledge acceptance of election to office within thirty days of such election;  or
• The officer does not have acceptable reasons for absence from three consecutive regular meetings of the Association;  or
• The officer no longer meets the criteria for membership in the Association;  or
• The officer is declared of unsound mind by a court;  or
• The officer is convicted of a felony.

Any vacancy due to death, resignation, removal, disqualification or for any other reason may be filled by the majority vote of the membership at any regular or special meeting of the Association after notice is mailed or otherwise delivered to all members eligible to cast votes.  Any person so elected shall serve the remainder of the regular term of office.

Section 6.   Duties of the President - The President shall:

·         Preside at general meetings of the organization; 

·         Appoint members of committees and serve as an ex-officio member of all committees.

·         Represent the organization at public functions or meetings with other groups and   organizations or choose other members to provide this representation;

·         Sign, execute, and acknowledge documents as authorized by the membership;

·         Supervise generally the activities of the organization, subject to the control of the membership.

Section 7.   Duties of the Vice-President:   The Vice-President shall perform the duties of the President in the absence or incapacity of the President and perform such other duties as may from time to time be assigned by the President or the membership.

 

Section 8.  Duties of the Secretary:    The Secretary shall:

·        Attend all meetings of the general membership and prepare minutes of these meetings   that summarize discussions, persons in attendance, and actions taken, including votes.  In the event that the Secretary cannot attend such meetings or is occupied with other duties at them, she or he shall arrange for another person or persons to take notes and prepare minutes for the Secretary’s review and approval.  

·         Present the minutes of each regular meeting for amendment and approval by formal vote at the next regular meeting;

·         Maintain records of minutes and other documents of the organization.

·         See that advance notice is given to members of upcoming meetings in a timely fashion;

·         Recruit a substitute if she or he is unable to attend a meeting, after notifying the President of his or her unavailability.

·         Perform such other duties as may from time to time be assigned by the President or the membership. 

Section 9.  Duties of the Treasurer -  The Treasurer shall:

• Oversee the deposit of all funds in the banks or other institutions of safe-keeping designated by the membership;
• Sign checks, along with at least one other authorized person, to pay expenditures authorized by the membership;
• Maintain detailed financial records;
• Work with the membership and other officers to ensure the collection of all amounts due the organization;
• Present  financial reports at all regular meetings or on another timely basis, as directed by the membership, summarizing monies received since the last meeting, accounts receivable and payable, funds on hand, and other important data.
• Present her or his records in an organized manner for review at least annually by an audit committee or outside auditor. 
• Perform such other duties as may from time to time be assigned by the President or the membership. 

  

ARTICLE IV.  DECISION-MAKING AND CONTRACTS

Section 1.  Decision-Making in General  -  Approval of minutes and expenditure of funds must be by formal motion.  At the discretion of the presiding officer, other matters may be decided by consensus.  However, any member may request that a formal vote be taken on any matter.  Formal votes must be recorded in the minutes by the numbers of “ayes” and “nays.” 

Section 2.  Changes in Bylaws.   Changes in bylaws must be proposed by one or more members at a regular meeting and be voted upon at a subsequent meeting after notification in writing of all members.

Section 3.   Contracts and Other Agreements  -  In general, the President shall sign, execute, and acknowledge contracts and agreements after discussion and approval of attendees at one or more regular meetings of the Association.  After such approval, the President or a majority of such attendees may also authorize another officer or representative of the Association to sign, authorize, or acknowledge a particular contract. 

In situations where a decision on contracts or agreements cannot await a regular meeting, the Executive Committee shall decide the matter in the best interest of the Association. This committee shall consist of the President, Vice President, Secretary, and Treasurer. Expenditures made in such situations shall not exceed $500 and must be based on Association actions that the Executive Committee reasonably considers a precedent.   

The President or other officer shall report these expenditures at a general membership meeting, explain why the decision could not be postponed until a general meeting, describe the precedents(s), and ask for a vote of approval of the expenditures.  If the decision is disapproved, the Executive Committee is prohibited from making expenditures for the same or similar purposes in the future without advance approval at a general membership meeting, but is not obligated to attempt to undo the expenditure already made.

 

  

ARTICLE V.  CUSTODY AND EXPENDITURE OF FUNDS; ACCEPTANCE OF GIFTS

Section 1.   Deposit of Funds – All funds of the Association shall be deposited in a timely manner to the Association’s credit in one or more banks or other depositaries formally approved by the Association.

Section 2.  Expenditure of Funds -  Association funds shall be expended only after approval of a formal motion at a regular meeting that states purpose and amount or limits of the proposed expenditure.

Except for the petty cash fund noted below in this section, expenditure of funds shall be made only by check upon the approved institutions of deposit or safe-keeping.  Expenditure of funds shall be made only be check upon the approved institutions of deposit.  This shall include checks for cash not exceeding $200.00 to be spent for numerous purchases of small amounts not exceeding $25.00 each; in such cases, the person or persons making the purchases must submit to the Treasurer receipts and/or cash equal to the unspent amount totaling the amount of the original check for cash.

All checks shall be signed by two persons.  The Treasurer must be one of these persons.  The other person or persons must be chosen at a regular meeting of the Association. 

If an institution of safekeeping other than a bank is used that does not offer a checking account, then the Treasurer must be convinced that a withdrawal of funds has been approved at a regular meeting as indicated in this section. 

Section 3.  Acceptance of Gifts -  Unless as part of an Association–approved campaign, all contributions, gifts, bequests, etc. shall be accepted by the President or other duly-authorized officer or representative only after discussion and approval at a general meeting.   

 

ARTICLE VI.  CONFLICT OF INTEREST

Section 1.  Conflict of Interest – Any member having an interest in a contract or other transaction presented to the Association or a committee for authorization, approval, or ratification shall give prompt, full, and frank disclosure of this interest prior to any action on the contract or transaction.  The body to which such disclosure is made shall then determine, by majority vote, whether the disclosure shows that a conflict of interest exists.  If a conflict is deemed to exist, such person shall not vote on, nor use her or his personal influence on, nor participate in the discussions or deliberations on such contract or transaction, except to present factual information or to respond to questions. 

The minutes of the meeting shall reflect the disclosure made, the vote thereon by the appropriate body, and the abstention from voting and participation.